HG Vora Capital Management Nominates Three Highly Qualified Independent Director Candidates to PENN Entertainment Board

PR Newswire

NEW YORK, Jan. 29, 2025

Significant Change Required to Restore Accountability and Proper Oversight to PENN's Board After Years of Poor Judgment, Failed Transactions, and Value Destructive Actions

PENN Directors Have Wasted Billions on Online Sports Betting Investments Despite Zero Industry Expertise or Credibility

Nominees Have Much Needed Expertise in Land Based and Online Gaming, Strong Track Records of Disciplined Capital Allocation, and History of Tremendous Value Creation Through Strategic Transactions

NEW YORK, Jan. 29, 2025 /PRNewswire/ -- HG Vora Capital Management, LLC ("HG Vora"), a New York based investment firm with deep expertise in the gaming sector and a large shareholder of PENN Entertainment, Inc. (Nasdaq: PENN) ("PENN" or the "Company"), today announced its nomination of three highly qualified director candidates -- William J. Clifford, Johnny Hartnett, and Carlos Ruisanchez -- to PENN's Board of Directors (the "Board") at the 2025 Annual Meeting of Shareholders. All three candidates are independent of both HG Vora and Company management.

HG Vora believes there is significant unrealized value in PENN's regional casino portfolio and collection of Interactive assets. However, PENN's Board has numerous deficiencies which have translated directly into abysmal returns for shareholders. Over the past four years, PENN's shares have declined -81%, dramatically underperforming the S&P 500 Index and its closest peer, Boyd Gaming, which have returned +69% and +73%, respectively, over the same period.

Parag Vora, Founder and Portfolio Manager of HG Vora, said: "PENN's Board has overseen a misguided Interactive strategy that has resulted in the reckless spending of nearly $4 billion -- greater than the Company's entire market capitalization -- on overpriced, poorly negotiated M&A transactions and media partnerships that have resulted in large ongoing operating losses due to an inability to execute. The Company's Interactive strategy has been an abject failure due to a pattern of overpaying, overpromising, and not delivering.

"To date, there have been no repercussions for the Board's persistent bad judgment and disappointing shareholder returns. We believe this is in part due to PENN's weak corporate governance, which disenfranchises shareholders and entrenches board members while rewarding its CEO with excessive compensation.

"It should be clear to all stakeholders that change is urgently needed to address these failings and help PENN achieve its full potential. To that end, this is the first time in our firm's 15-year history that HG Vora has decided nominating directors is necessary. We believe these three highly qualified, independent director nominees bring the proven track records of enhancing shareholder value and the skills and industry expertise to help maximize value for all PENN shareholders."

Director Nominee Biographies:

   -- William J. Clifford -- Mr. Clifford has more than 30 years of experience 
      delivering excellent returns for shareholders in the gaming industry. He 
      served as the Senior Vice President, Chief Financial Officer and 
      Treasurer of Gaming and Leisure Properties ("GLPI"), a gaming-focused 
      real estate investment trust which spun out of Penn National Gaming, from 
      February 2013 through 2018. Prior to this, Mr. Clifford served as Senior 
      Vice President of Finance and Chief Financial Officer of Penn National 
      Gaming. During his more than 12 years as Chief Financial Officer of Penn 
      National Gaming, Mr. Clifford was instrumental in the company's 
      exponential growth which drove an approximately 20x return for 
      shareholders. Prior to his employment with Penn National Gaming, he 
      served in various operational finance roles for a variety of casino 
      companies in Las Vegas and the Bahamas. Mr. Clifford has significant 
      board experience and currently serves as a member of the Board of 
      Directors of Drive Shack Inc. where he is a member of the Audit Committee 
      and chairman of the Nominating and Governance Committee. He previously 
      served as a member of the Board of Directors and chairman of the Audit 
      Committee of Intrawest Holdings, Inc. from 2014 to 2017. 
 
   -- Johnny Hartnett -- Mr. Hartnett has decades of experience building and 
      running online sports betting and gaming businesses. Mr. Hartnett is a 
      non-executive director of Superbet Group, and prior to joining the Board, 
      he served as CEO of Superbet Group for five years. During his tenure with 
      the Blackstone backed business, revenue grew 7x and profitability 5x. 
      Prior to that role, Mr. Hartnett served at Flutter Group in a variety of 
      positions over a 20-year tenure, most recently as Chief Development 
      Officer where he led the group's M&A efforts, most notably on its 
      acquisition of FanDuel. Previous roles included Managing Director of 
      Paddy Power Online, Managing Director International, Chief Operating 
      Officer of Sportsbet (Australia) and subsequently Chief Operating Officer 
      of Flutter (previously Paddy Power). During his tenure at Flutter, 
      shareholder returns from the 2002 IPO to 2019 were approximately 23x. 
 
   -- Carlos Ruisanchez -- Mr. Ruisanchez has a strong track record of capital 
      allocation and value creation for shareholders. He is the co-founder of 
      Sorelle Capital and Sorelle Hospitality, a business focused on investing 
      in the hospitality sector and real estate development. Prior to Sorelle, 
      he served as President and Chief Financial Officer of Pinnacle 
      Entertainment, Inc. for five years, also serving as a member of its Board 
      of Directors before its sale in 2018. During his period as Chief 
      Financial Officer, Mr. Ruisanchez helped drive a nearly 5x total return 
      for shareholders. He was instrumental in transformative moves to unlock 
      shareholder value, notably the acquisition of Ameristar, execution of 
      multiple highly accretive share repurchase plans, the sale-leaseback with 
      GLPI, and strategic conversations with PENN which resulted in a merger 
      with Pinnacle. Mr. Ruisanchez has significant board experience and 
      currently serves as a member of the Board of Directors of Southwest Gas 
      Holdings, Inc. (NYSE: SWX, from 2022 to present). He previously served as 
      a member of the Board of Directors for Cedar Fair Entertainment Company 
      (NYSE: FUN, from 2019 to 2024) until its merger with Six Flags 
      Entertainment Corporation and Pinnacle (NASDAQ: PNK, from 2016 to 2018). 

Contacts

Investors

Bruce Goldfarb/Chuck Garske

Okapi Partners

(877) 629-6355

Media

Jonathan Gasthalter/Nathaniel Garnick/Iain Hughes

Gasthalter & Co.

(212) 257-4170

Cautionary Statement Regarding Forward-Looking Statements

The information herein contains "forward-looking statements" that can be identified by the fact that they do not relate strictly to historical or current facts. Specific forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts and include, without limitation, words such as "may," "will," "expects," "believes," "anticipates," "plans," "intends," "estimates," "projects," "potential," "targets," "forecasts," "seeks," "could," "should" or the negative of such terms or other variations on such terms or comparable terminology. Similarly, statements that describe our objectives, plans or goals are forward-looking. Forward-looking statements are subject to various risks and uncertainties and assumptions. There can be no assurance that any idea or assumption herein is, or will be proven, correct. If one or more of the risks or uncertainties materialize, or if HG Vora's underlying assumptions prove to be incorrect, the actual results may vary materially from outcomes indicated by these statements. Accordingly, forward-looking statements should not be regarded as a representation by HG Vora that the future plans, estimates or expectations contemplated will ever be achieved. The information herein does not constitute an offer to sell or solicitation of an offer to buy any of the securities described herein in any state to any person.

Certain Information Concerning the Participants

HG Vora and the other Participants (as defined below) intend to file a preliminary proxy statement and accompanying gold universal proxy card with the Securities and Exchange Commission (the "SEC") to be used to solicit proxies for the election of its slate of director nominees at the 2025 annual meeting of shareholders (the "2025 Annual Meeting") of PENN Entertainment, Inc. ("PENN").

The participants in the proxy solicitation are currently anticipated to be HG Vora Special Opportunities Master Fund, Ltd. ("Master Fund"), Downriver Series LP -- Segregated Portfolio C ("Downriver"), HG Vora Capital Management, LLC (the "Investment Manager"), Parag Vora ("Mr. Vora" and, collectively with Master Fund, Downriver and the Investment Manager, "HG Vora"), William J. Clifford, John Hartnett and Carlos Ruisanchez (collectively all of the foregoing, the "Participants").

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